Steven Litchfield
MAXLINEARAbout Steven Litchfield
Steven Litchfield, age 55, has served as MaxLinear’s Chief Financial Officer and Chief Corporate Strategy Officer since July 2018; previously he was EVP & Chief Strategy Officer at Microsemi, an equity research analyst at Banc of America Securities, and a production engineer at Toyota Motor Corporation. He holds a B.S. in Industrial Engineering from Purdue University and an MBA from USC Marshall School of Business . MaxLinear’s 2024 results provide performance context for his role: revenue was $360.5 million (net loss $245.2 million), and year-end market capitalization was ~$1.7 billion; the company’s “value of $100 investment” TSR metric stood at 52 in 2024 versus a peer index of 150 in 2020, reflecting recent industry and company headwinds . Non-GAAP bonus metrics used in executive programs emphasize revenue and non-GAAP operating income, with adjustments for items such as stock-based compensation and costs related to the terminated Silicon Motion transaction .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Microsemi Corporation | EVP & Chief Strategy Officer | 2009–2018 | Led corporate strategy during growth culminating in sale to Microchip; oversaw portfolio and M&A strategy |
| Microsemi Corporation | VP, Analog & Mixed-Signal Group | 2006–2009 | Business unit leadership in analog/mixed-signal semis |
| Microsemi Corporation | VP, Corporate Marketing & Business Development | 2003–2006 | Corporate marketing and BD leadership |
| Microsemi Corporation | Director, Business Development | 2001–2003 | Corporate development and growth initiatives |
| Banc of America Securities | Equity Research Analyst | Pre-2001 | Sell-side research coverage (semis) |
| Toyota Motor Corporation | Production Engineer | Pre-2001 | Manufacturing and operations experience |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Several early-stage technology companies (private) | Board Member | Current | Network access and industry insights from private tech boards |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary (paid) ($) | 425,690 | 425,690 | 445,040 |
| Effective Annual Base Salary ($) | — | 425,000 | 443,750 |
| Target Bonus (%) | — | — | 80% |
| Target Bonus ($) | — | — | 355,000 |
| Actual Bonus (settled in shares) ($) | 412,781 | 91,633 | 54,493 |
| Total Compensation ($) | 3,385,480 | 2,917,810 | 9,656,785 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual (FY2024) | Payout | Vesting |
|---|---|---|---|---|---|---|
| Annual RSUs (granted 2/2/2024; 30,697 shares) | Service-based | 75% of 2024 annual equity | N/A | N/A | Time-based only | 25% each Feb 20, 2025–2028 |
| Annual PSUs (granted 2/2/2024; 92,090 target shares) | Relative net sales and non-GAAP diluted EPS vs peer group | 25% of 2024 annual equity | 100% target, with 30%/100% caps in years 1/2 | Sales: 3rd percentile; EPS: 13th percentile | 0% for 2024 tranche | Three-year period with annual testing; service through full period |
| Retention RSUs (granted 2/22/2024; 195,822 shares) | Service-based | Retention-focused | N/A | N/A | Time-based only | 1/3 each Feb 20, 2025–2027 |
| Retention Options (granted 2/22/2024; 293,733 options) | Stock price (exercise $18.76; expire 2/22/2034) | Retention-focused | N/A | Market price $12.74 on 3/26/2025 (OTM) | No intrinsic value at $12.74 | 10%/20%/30%/40% vesting on Feb 20, 2025–2028 |
| 2024 Bonus settled in shares (granted 2/20/2025; 3,170 shares) | Corporate & individual goals | Per plan | $355,000 target | Corporate $15,443; Individual $39,050; Total $54,493 | Shares issued; withholding in cash | Settled on 2/20/2025 per board approval |
Notes:
- PSU performance peer set is defined and excludes certain names; targets are percentile ranks relative to peers; 2024 underperformed threshold (no vesting) .
- Annual cash bonus program metrics are revenue and non-GAAP operating income, with defined adjustments and committee discretion .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | 936,827 shares (1.1% of 86,373,820 outstanding as of 3/26/2025) |
| Ownership Guidelines | CFO must hold ≥3× base salary; Litchfield in compliance as of record date |
| Pledging/Hedging | Prohibited under Insider Trading Policy; 10b5‑1 plans require pre-clearance; quarterly blackouts apply |
| Deferred RSUs (12/31/2024) | Balance $7,404,801; 2024 deferral additions $91,633; withdrawals $780,396; earnings (loss) $(341,910) |
| Options – Exercisable | 306,000 at $18.40, expiring 8/10/2025 |
| Options – Unexercisable | 293,733 at $18.76, expiring 2/22/2034 |
| Option Moneyness | At $12.74 close on 3/26/2025, both strikes are above market (OTM) |
| Unvested RSUs (12/31/2024) | 30,697; 195,822; 13,778; 2,356; 3,247 (market value cells in proxy) |
| Unvested PSUs (12/31/2024) | 92,092; 48,500; 7,888; 11,691 (market value cells in proxy) |
| 2024 Vested Stock Awards | 36,302 shares; $825,933 realized (excluding deferred amounts) |
Employment Terms
| Term | Provision |
|---|---|
| Employment Agreement | July 2018 offer letter; at-will; base salary raised to $450,000 effective 4/1/2024 (from $425,000); 2024 target bonus 80% of effective base salary |
| Severance (no change-of-control) | If terminated without cause or for good reason: 12 months base salary; pro‑rated target bonus; up to 12 months health premiums; vesting acceleration of awards that would vest within 12 months; 12‑month option exercise window (not exceeding original term) |
| Change-of-Control (double trigger) | If terminated within 3 months before to 24 months after a change-of-control: 24 months base salary; 200% of target bonus; up to 24 months health premiums; full vesting of all unvested equity; 24‑month option exercise window (not exceeding original term); 280G best‑net cutback |
| Estimated Economics (as of 12/31/2024) | CoC termination: Salary $900,000; Bonus $720,000; Equity acceleration $8,331,672; Health benefits $51,131 |
| Estimated Economics (non‑CoC) | Salary $450,000; Bonus $360,000; Equity acceleration $3,920,233; Health benefits $25,565 |
| Clawback | Executive compensation recovery policy applies to incentive-based compensation upon accounting restatements; three-year lookback; adopted Aug 9, 2023 (replacing 2018 policy) |
Compensation Structure Observations
- Equity-heavy and retention-focused 2024 awards: RSUs ($3.67M) and options ($3.30M) supplemented standard annual grants, reflecting elevated retention priorities and broader burn-rate increase tied to out-of-cycle grants in 2024 .
- Annual equity mix shifted: For 2024 annual awards, Litchfield’s mix was 75% time-based RSUs and 25% PSUs; PSUs paid 0% for 2024 due to sub-threshold peer-relative performance, emphasizing pay-for-performance structure .
- Peer frameworks: Compensation decisions benchmarked against a semiconductor peer group; PSU performance measured against a defined peer set for net sales and non-GAAP EPS percentile ranks .
Governance, Say-on-Pay, and Peer Practices
- Say-on-Pay support: Advisory vote has historically received ≥87% support since 2012, indicating broad shareholder acceptance of the pay program design .
- Committee oversight: Compensation Committee (independent directors) oversees goals, plan administration, human capital, and equity grants; meets regularly and uses Compensia for benchmarking .
- Equity plan amendments: 2025 proposal reallocates inducement plan shares into the main plan without incremental dilution; context includes retention needs and prior burn rate increase .
Investment Implications
- Alignment and retention: Litchfield exceeds stock ownership guideline (≥3× salary), is subject to clawback, blackout, and strict anti-pledging/hedging rules—positive for alignment and risk discipline .
- Near-term selling pressure: Time-based RSU vestings cluster around Feb 20 annually; however, options are out-of-the-money at $12.74 (as of 3/26/2025), limiting option-driven sell pressure; deferred RSU balances indicate smoothing of share settlements over time .
- Pay-for-performance rigor: PSU hurdles (peer-relative net sales and non-GAAP EPS) resulted in zero vesting for 2024, reinforcing performance gating amid revenue declines and losses; retention awards were used to mitigate talent risk in a challenging cycle .
- Change-of-control economics: Double-trigger protection (24 months salary; 200% bonus; full equity acceleration) is standard for CFO roles in semis; investors should factor potential dilution optics at a transaction close, which is partially mitigated by anti-repricing governance commitments in future plans .